Arcadia Elementary
by rowanred81
Summary: Elementary School AU. Max Caulfield is the new girl in her class and gets introduced to some familiar faces in Life is Strange. Lil Max, Lil Chloe, Lil Kate, Lil Vic, Lil Nate! Wheelies! Cookies! Pirates!
1. Chapter 1

**First Day of School**

"Bu-But, Mom," Max Caulfield tugged at the sleeve of her mom's jacket, looking up at her with scared eyes, "C-Can't I just g-go to work with you…? _Please_? I won't even look at the markers, I swear!"

"Oh, sweetie," Vanessa Caulfield knelt down and looked her 7 year-old daughter in the eye, "I know that this place is not your previous school in Seattle but give it a try, okay? Your dad just got situated in his new job at the police department and I need to get to my rotation at the hospital started. Momma's not at a clinic anymore, so you can't come to work with me like you used to. Be brave, my freckled little Wonder Max."

Max grinned at the nickname and pulled at her Wonder Woman t-shirt, the Amazonian warrior princess lifting her sword high as she led her people into battle. More and more of her baby teeth gone, Max's toothy grin of baby and adult teeth got a snicker out of her mother which only pleased Max further and she smiled even wider until Vanessa Caulfield was chortling over how sweet her daughter was.

"You are the _best_ thing to happen to your father and me, you know that, Punkin'?" Vanessa asked, pulling her diminutive girl into a tender hug. Moving a few weeks into the school year, Mrs. Caulfield was a little nervous about her daughter making friends in a new environment. Max was notoriously shy in her Seattle elementary school, her only friends being the equally shy Kristen and Fernando.

"I know," Max said with a nod as her mother let her go. "But do I _hafta-_ "

"Max," Vanessa said with her lips pursed and a cautionary tone in her voice, "You're not going to be able to sneak your way out of this one, you little bug."

Max's mother fussed with her hair a bit, straightened Max's hoodie, and gave her a kiss on the cheek before watching Max anxiously look into the open double doors before gingerly taking a step inside. Looking back at her mom one last time, Max tried to give her mom a courageous smile like she'd seen Wonder Woman do in the cartoons and headed inside.

 _The lockers are so_ big _,_ Max thought as she wandered the hall, walking along one side to avoid the bigger kids who weren't paying her any attention. Her lip quivering a bit, Max clamped on it with her teeth and huffed. _Gotta be brave, gotta be a hero like Wonder Woman_ , Max nodded to herself as she clutched at the old satchel her parents had bought her. Pouting, lost, and getting increasingly more anxious, Max kept walking through the alien hallways of Arcadia Elementary until she saw a sign over two glass double-doors that said "Administration". Remembering that her old school's secretary Ms Gibbs had worked in an office with the same name, Max ran from one side of the hall to the other as quickly as she could and nearly got ran over by the janitor's cart.

"Sorry!" Max said, looking up at the peculiar man pushing the cart. "Uh, you okay, mister?"

"Ohh, I will be fine, young lady," the wide-eyed janitor told her, bending down to offer her a peppermint candy, "Would you like a candy?"

"…Not s'posed to take candy from strangers," Max said with a scowl, pressing her satchel to her chest, "Not s'posed to talk to strangers, either."

"Well, I'm Samuel and I look after the school," Samuel said with a smile as he set the candy at Max's feet, "I'll leave it here in case you change your mind. How's that sound?"

Max watched the janitor roll his cart down the hall and turn when the hallway split into four directions, then looked down at his offered candy. _Why on the floor? I'm not a squirrel or a bird. I'm a person, you weirdo! I'm a punkin'!_ Pursing her lips as she rocked her feet, Max looked around and quickly snatched the candy up off the floor and stuffed it in her pocket before she thought anyone might notice. Turning back around, Max pushed at the glass door and let out a mild grunt from the heaviness only to nearly fall over when someone opened the door for her.

"Don't fall over now!" a voice called out cheerfully as Max felt herself steadied by a hand placed on her shoulder. "You look lost, little lady. You okay?"

Looking up, Max smiled at the kindly face that was looking down at her. Sandy-haired and dressed in a pair of sweatpants and a t-shirt with "Arcadia Elementary" printed over the chest, Max watched as he reached his hand out to her. _I dunno…_

"Don't be afraid," the friendly man said as he offered his hand, "I'm William. I'm the P.E. teacher here. I like your shirt, by the way. My daughter likes Wonder Woman, too."

"She does?!" Max's eyes opened wide with delight and the toothy grin she gave William made the teacher laugh. "Can we be friends? No one else in my old school liked Wonder Woman, bunch of stupidheads…"

"It's not nice to call people things like that," William paused, then smirked, "I never did catch your name, did I?"

"You didn't ask," Max stated flatly, her mind still on this unknown girl that liked something she liked.

"Well, little lady, do you have a name?"

"Uh-huh," Max said, her satchel pulled up to her face as she peeked over it at William, giggling at the amused look on the teacher's face before popping out from behind the bag with a huge grin, "I'm Wonder Max!"

"Oh, Wonder Max!" William played along with Max, "I might have known it was you. What are you doing so far away from the Classroom of Justice? Your classmates need you!"

"…I don't haf a classroom yet," Max said, looking down at her sneakers as she bit her lip, "I-I'm scared, mister."

"It's William, Wonder Max, and there's nothing to be afraid of," William said, kneeling down to put a hand on Max's shoulder, "Do you know who your teacher is?"

"Ms. Grant. I was supposed to be in Mr. Jefferson's class but it was too full and momma said he gave her the willies," Max covered her mouth with her hands as though she wasn't supposed to have divulged that last bit of information. "Um, Ms. Grant's class."

"Let me call ahead to her room, and she'll send someone to come get you," William said with a wink as he stood back up, "She likes to introduce new students by bringing a student by to get them. Why don't you take a seat over there and try that candy I saw you get from Sam."

"B-But I _didn't_ candy!"

"Max, it's not nice to lie," William lightly chided, a gleam in his eye, and Max pouted.

"…Wonder Max doesn't lie," Max said softly before sniffling. Bringing out the candy, Max tossed it into the trash to William's surprise, "Stupidface candy. Wonder Max needs no minty candy."

Max sat in one of the office's plastic-seated chairs that were along the wall and kicked her dangling legs as she hummed the theme to _Justice League_. Tilting her head from side to side as she hummed, Max felt sad over her mom and dad not being with her. _Gotta be brave_ , Max thought to herself. It was what the lady dressed as Wonder Woman at the convention her dad had taken her to over the summer had said. Max, dressed in her homemade Wonder Max costume, had been crying when a boy had scared her by jumping at her from behind and the woman had seen this. Kneeling down alongside Max, "Wonder Woman" had placed a reassuring hand on Max's shoulder and told he she needed to be brave.

"An example to Amazons everywhere," the woman had said, Ryan Caulfield standing on the other side of his daughter as Max looked up from her feet to give her hero a smile.

"Excuse me?"

Max blinked and looked up to see a blonde girl watching her from near the door. Dressed in a black cardigan and a knee-length skirt, the blonde girl's hair was done up in a bun that reminded Max of pecan swirls. _Her hair looks like a cinnamon roll_ , Max thought with a smile as she slid off the chair and walked over to the bashful girl.

"A-Are you Max?" the shy girl asked and smiled when Max nodded, "I'm Kate. I-I like your shirt."

"It's cuz I'm a superhero," Max answered, puffing her chest out with her hands on her hips as she struck a pose. Hearing Kate giggle, Max stopped posing and looked at Kate accusingly, "Well I _am_."

"Chloe's going to love you," Kate said, shaking her head as she offered Max her hand, "Want to come to class? Ms. Grant has a cookie for you, it's almost snack time."

"Cookies?" Max licked her lips to Kate's delightful giggle. Giving the blonde girl a wide smile, Max took Kate's hand. "I like you. Wanna be friends?"

"O-Okay," Kate said, offering Max a shy smile only to look at Max with an expression of disgust, "Ewww, don't gimme that candy! I saw you get it from the trash!"

"But I'm tryna be nice! Besides, it was my candy anyway and look it's not even opened!"

"Max, noooooo!" Kate said, giggling as she ran down the hall with Max closely behind, "Max! Nooooo!"

"Katie candy, Katie candy!"

"Class," Ms Grant said in a clear voice, the students in her classroom becoming silent as she spoke up, "I'd like to introduce you to our newest addition. This is Max. Would you like to say something, Max?"

Looking up at the gentle smile on Ms. Grant's face, Max frowned and fidgeted with her hands, knocking the heels of her sneakers together as she struggled to not be shy. _Gotta be brave, gotta be brave_ …

"Is she a spaz?" a boy asked and the kids at his table giggled some until Ms. Grant eyed him. "I was only-"

"Nathan, you can go sit in the time-out chair," Ms Grant pointed at an old wooden chair in the corner. Letting out a huff, Nathan got up and rolled toward the corner with a scowl on his face, "I told you last time, Nathan! No wheelies in my classroom! I'm sorry, sweetie. You don't have to say anythi-"

"I'm Wonder Max and I'm brave!" Max shouted before letting out a squeak and running to an empty seat in the back. Lip jutted out in a pout, Max laid her head on the desk and started to cry. "I'm _not_ a spaz! I-I'm n-not!"

"Class, what do I say about name-calling?"

"If you can't say anything nice, then shut your mouth!" the class recited in unison, some of the kids giggling when Ms. Grant nodded before heading over to where Max was sitting.

"Max, I am so sorry for that. You want that cookie I saved you? I got some milk, too. You like chocolate milk or plain?"

Max thought about that. She liked chocolate milk, but she didn't know what cookie she would be getting. Plain seemed like an easy choice but if Ms. Grant gave her a chocolate cookie she'd get double chocolate. _Double chocolate. Yummy._

"D-Double chocolate," Max whispered, Ms. Grant thankfully only catching the second word.

"Class, we'll go on ahead and take our recess period now so that you can introduce yourselves to Max," Ms. Grant said, looking at the clock to see it was nearly 11am already, "Once that's done, we'll walk to the cafeteria for lunch. I hear there's pizza today!"

"Yay!" the girl sitting next to Max shouted, raising her arms like she'd won a contest. Max saw the girl look at her and the smile made Max blush, it was so sweet. Blonde hair down to her shoulders, the girl was wearing blue jeans and a sweatshirt that had the Arcadia Bay lighthouse printed on it. When she smiled, Max saw the girl was missing a front tooth and giggled.

"She speaks!" the girl teased, joining Max in her giggling. Max watched the girl slide her chair over till they were sitting next to each other. "Hi."

"H-Hi," Max said, sniffling one last time as Ms. Grant brought over a chocolate chip cookie and carton of chocolate milk. Max eyed the cookie and milk from where her head rested in her folded arms on the table. _Oooooh._

"That looks hella good," the blonde girl said as she eyed Max's snack, "My mom, well, she forgot to pack mine.

"Oh no!" Max sat up, looking over at the frowning girl as though something terrible had happened, "I'm sorry!"

"Dude, why? You didn't take my snack," the girl said before winking, "Or _did_ you?"

"Agh, you're silly!" Max said, giggling again to the delight of her classmate, "I'm Max."

"I know, ya goof," the girl said with an impish grin, "I'm Chloe. My daddy's a teacher here. He teaches Pee."

"W-What?" Max asked Chloe, eyeing the girl with a confused look on her face as she reached for the cookie and milk, "Who teaches Pee? Everyone knows how to pee, Chloe."

"No, not _pee_ ," Chloe said, rolling her eyes with a smirk on her face, "He teaches exercise stuff!"

"Ohhhh," Max nodded then furrowed her little brow in thought, "Is your daddy's name William…?"

"You know my daddy?" Chloe asked, glancing from time to time and the still-uneaten cookie, "How do you know my daddy?"

"He was nice to me, s'all," Max said more to herself as she looked at her cookie and milk. Hearing her stomach growl, Max smiled only to look over when Chloe's stomach growled in return.

Max looked at Chloe, the blonde girl looking down at the table with a disappointed look on her face, then back at the snack she'd been given. _Do I give her some of my cookie, or do I not share? She's really nice, though. She said a bad word, didn't she? H-E-L-L… Oh, there was an "A". Guess it's not so bad_. The cookie was soft and Max did her best to split it cleanly in half. Licking the melted chocolate from her fingers, Max took one half of the cookie and placed it on the table in front of Chloe.

"You mean it?" Chloe smiled, the gap in her front teeth making Max blush again.

"Yeah, I mean it," Max nodded, returning Chloe's grin with one of her own as she nudged the cookie a little closer to Chloe. "Um, I-I… I don't have a lot of friends here so, um, I was-"

"Dude, I'm totally your friend now!" Chloe was elated, a large mouthful of her half of the cookie already gone with chocolate at both corners of her mouth as she grinned at Max and reached over to give the small girl a hug, "You totally saved me from my tummy rumbles!"

Max giggled and hugged the girl back, smiling as she buried her face into Chloe's shirt. She'd never been this successful so quickly at making friends, but there was something about the blonde girl who was squeezing her that made Max feel more at ease. _She's so nice, and she's really pretty. I mean, she did take half my cookie, though. Well, I gave it to her, but she_ did _eat half my cookie. I still have my half, I guess…_

Taking her half of the cookie, Max tried to get the carton open but her hands were still trembling at bit from the nervousness at the front of the classroom. When Chloe reached over and opened he carton for Max, Max gave her new friend a sheepish grin. _She's really,_ really _nice._ Dunking her part of the cookie into her chocolate milk, Max chewed on the snack and enjoyed how much chocolate she had at her disposal.

"You're eating that cookie awfully slow, Wonder Max," Chloe teased, inching her hand across the table like she was going to try and snatch the rest of it, Max holding the cookie in both hands as she stuck her tongue out, "You like Wonder Woman too, huh?"

"She's so brave and strong, plus my momma said she's an "innipendant woman," Max said between slurps of chocolate milk, the only remnants of her cookie being smudges of chocolate on Max's fingertips. "I met her, you know."

"Nuh-uh," Chloe said, eyeing her friend, "No you didn't."

"Did too, did too!" Max said, narrowing her eyes as she pouted, "I met her with my dad and she told me that I had to be brave! She said I was an Amazon like her!"

"Tiniest Amazon _ever_ ," Chloe said, smirking, "Also freckliest Amazon. Fine! You met Wonder Woman. Woo. She's alright, but I know of something _even cooler_. You wanna know what it is?"

"Ooh, yeah!" Max bounced in her seat a bit, never having as much fun in school as she was at the moment. Chloe leaned over and brought her hand to Max's ear.

"Pirates," Chloe whispered and Max's eyes opened in awe as Chloe began to swing her pencil around as though it were a sword, "Captain Chloe be after yer buried treasures, Wonder Max! Y'arrr! Arr!"

Max giggled as the girl swung her pencil around and made swishing and clanging noises to go along with, crying out "Yo ho!" or "Y'arr!" every now and then. Reluctantly, Max took one of her pencils out and began to wave it around a bit as well. Hesitant, Max looked over at Chloe and saw the blonde girl watching from the corner of her eye with a smile on her face.

"C'mon, Max. Be my First Mate and we'll sail the seas together!" Chloe egged Max on until Max let out a faint "Arr" and then both girls were standing at their table, fighting off imaginary pirates that were after what was left of Max's chocolate milk.

"You're nerds," a voice chimed in and Max watched as Chloe's shoulders slumped and they both turned to see a girl standing across from them at the table. "You're such nerds with your nerdy games and your nerdy milk. _Nerd._ "

"Go away, Victoria," Chloe said, waving her pencil at Victoria, "I'll make you walk the plank, y'arr!"

"That's a pencil, not a sword," Victoria said, sticking her tongue out, "Besides, it's not like you could afford a _real_ sword. Real swords are expensive!"

"I could _totally_ have one if I wanted!" Chloe shot back, pouting as she glared at Victoria.

"Victoria, stop it!" Kate yelled from the next table over, "Why are you always so mean to Chloe? She didn't do anything!"

"Goody-goody!" Nathan shouted from the corner, Victoria exchanging a look with him before she turned her attention to Max, "You're not an Amazon. Amazons aren't real."

"Y-You're lying," Max tried to shout but it came out as a loud whine and Max felt Chloe's hand slip into her own as her new friend supported her, "You… You're a _butt_!"

Victoria's eyes widened and she nearly choked on the chocolate milk Max finally noticed she'd stolen from her. Lip quivering, Max nearly cried but she saw the tough look Chloe had on her face and let out a huff. _Gotta be brave, gotta be strong. Strong like Wonder Woman. Strong… Strong like Chloe!_

"You're a bully and bullies are butts!" Max yelled, her voice high-pitched and shrill as she squeezed her eyes shut, "You're mean and a liar and you smell bad! Liar liar liar!"

"A-Am not…," Victoria tried to reply, her lip now quivering as the shy new girl took her by surprise, "Y-You're stupid. You're-"

"You're a butt! Big stupid butt!" Max retorted, pointing a chocolate-stained finger at Victoria as she walked around the table towards the pixie-haired girl, "Butthead jerkface butt!"

Victoria backed up a couple steps and stumbled on the leg of a nearby chair, the chocolate milk she'd stolen off of Max and Chloe's table spilling onto her sweater. Looking down at her sweater before glaring at Max, Victoria sniffled and pushed Max.

"You made me get milk on my sweater, you stupidhead!" Victoria said at Max as the brunette got up, You made me-, hey, don't… don't cry, I was j-just playin'!"

"You _are_ a bully, Victoria!" Chloe yelled as she sat down beside Max and held her friend in a hug, the brunette crying into Chloe's sweatshirt, "You stole her milk and called us names, then you spill the milk. You're… You're an asshole!"

The entire classroom went silent, a collective gasp from nearly all the kids as they retreated to their seats when Ms. Grant's head snapped up from the science textbook she'd been reading at her desk while the kids had their break. Max heard Nathan snicker in the corner, mumbling "asshole" to himself, but was too afraid of the look on Ms. Grant's face as she came over to her and Chloe's table.

"Chloe, what did I tell you last week about bad words?"

"But Victoria-"

"Chloe, _what_ did I say about bad words?"

"Victoria stole Max's milk and pushed her! I wanted to help my friend!"

"Chloe," Ms. Grant said as she pinched the bridge of her nose and sighed, "Go take Nathan's place in the time-out corner. Nathan, have you learned your lesson?"

"Yes, Ms. Grant," Nathan droned, sticking his tongue out at Chloe when the teacher wasn't looking as the blonde girl took his spot.

"Ms. Grant, she was being a bully and Chloe saved me!" Max said, tugging on Ms Grant's shirt sleeve as she pointed over at Victoria. The pixie-haired girl already having retreated to her table, Max shot the girl a dirty look and muttered "asshole" to Ms. Grant's utter amazement.

"Max! Max, there is no place in this classroom for language like that. Especially when it is your first day. I think both you _and_ Chloe need to be in the time-out corner. Take your chair and go sit by Chloe," Ms. Grant shook her head as she headed back to her desk.

 _But I didn't do nothing!_ Max thought, frowning as she'd never been in trouble before. _It's Chloe's fault! She said it! She said the bad word, and then I said it because she said it! I didn't do nothing!_ Her head downcast, Max slowly grabbed ahold of her chair and pulled it over to where Chloe was sitting. Joining the blonde girl, Max sat facing the same wall Chloe was facing.

"You got me in trouble," Max said, her voice petulant as she huffed, "That's not nice."

"I'm sorry," Chloe's apology was sincere and the soft tone in which she'd said it surprised Max. _Awww, she's sad._ "I didn't m-mean to get you in trouble, M-Max. I… I just didn't like her picking on you. It's not fair. All the teachers like Victoria because she acts nice around them, but is really mean when they don't see her. Also…I don't have any real friends."

"No way. You're so cool, like you must be the coolest person in the whole school," Max said in earnest only to see Chloe shake her head.

"My daddy wishes I had friends, but no one plays with me because they say I'm 'poor'. T-They think I don't hear them but I do."

"I'm your friend," Max said, looking over at Chloe to see the girl look at her in turn.

"R-Really?"

"We can be best friends forever, if you want," Max said, not realizing that as she talked to Chloe her shyness faded away. "You're really funny and you're nice. I like you."

"I like you, too. We are hella BFF pirates," Chloe said, hugging Max.

"The purpose of the time-out corner is for you to actually take a 'time-out', you two," Ms. Grant called back to them from the front of the classroom. Max and Chloe exchanged a smile.

"Sorry," both girls said in unison as they held hands while sitting in the corner.

 **Author's Note**

 **And now for something completely different, huh?**

 **I remember doing an opening sequence toward the end of my vampire story that dealt with how I would have liked Max and Chloe to meet. The girls were little, playing at a park as they ate ice cream. I've wanted to try something like this ever since I wrote that but I got caught up in other stories and my personal life. Now the first part is done and you've obviously just read it (hopefully!) read it because you're at the end :)**

 **Read, review, and I'll see you later!**

 **Stay Hella, Cinnamon Rolls!**


	2. Chapter 2

**Field Trip Alternative**

Max Caulfield looked out the window of the school bus and watched Arcadia Bay slowly pass her by. Her eyes darting back and forth as she tried in vain to watch every building go by, Max was kneeling in the seat she occupied with Kate Marsh. The other girl quietly reading a children's book, Max watched in amazement as a glimpse of the coast revealed sunlight reflecting of the water in shimmering ripples.

"So pretty," Max said to herself, pressing her face closer until a cheek was against the glass.

"What's pretty, Max?" Max heard Kate ask. Max looked over her shoulder to see the curious look in her friend's eyes.

"S'just the coolest thing _ever_ ," Max said with a smile, Kate giggling at the odd combination of baby teeth and adult teeth that made up Max's toothy grin. "C'mere and see, Katie."

Sliding over so that Kate could look, Max told her about how the Sun made the water glow and watched Kate's eyes widen in amazement. Satisfied with herself, Max nodded with a triumphant look on her face and crossed her arms when Kate sat back down. Her eyes closed, Max opened one up and looked over to see Kate reading her book again and pouted. _Chloe'd think it was cooler than that_ , Max thought as she slouched in the seat.

"S'not fair," Max mumbled to herself in a slight whine.

When Max's mother had come to pick her up, Ms. Grant had notified Vanessa about the language her daughter had picked up and from whom she had learned it. While not angry, Vanessa was clearly upset as she held Max hand a little tighter than usual all the way to the car. _I can't keep up, Momma, you're walkin' too fast!_ Max thought as she stumbled over and over before falling to her knees. Vanessa looked down and the slight glower she'd had on her face dropped into a look of concern when Max looked up at her with watery eyes.

"W-W-What'd I _do_?" Max asked, sniffling as she wiped her nose with the back of her hand, "Momma, why you mad at me?"

"Oh, Punkin'," Vanessa Caulfield said as she kneeled down to hug her daughter close, "Momma's not mad at you. I just wish you hadn't learned such bad language, Maxaroon. My little baby doesn't need to say such naughty words."

"I-I'm _not_ a baby. I'm seven, all grow'd up," Max scrunched her lips up with a little _humph_ that left Vanessa chuckling, "S'not funny… I'm _n-not_ a baby. I'm _not_ …"

"Would you rather just be my lil punkin then, Max?"

"Uh-huh," Max nodded in agreement as she blinked back tears, "I'm sorry for calling Victoria and asshole, Momma."

"…You don't have to _say_ it, Max," Vanessa let out with a sigh, " _But_ , I think it best that you stay away from that Chloe. You don't need to be learning such foul-"

"But she's my _best friend_ , Mom!" Max squirmed out of Vanessa's hug until she was standing in front of her surprised mother. Max stomped a foot down on the sidewalk and balled her little fists as she huffed. "She's my _best friend_! She totally saved me from the meanie stupidfaces!"

"Maxine Caulfield, you will not stomp your foot at me," Vanessa's harsh tone left Max wide-eyed and she _humph'd_ one more time before running down the sidewalk to where Vanessa had parked, crying and calling her mother a "meanie".

The bus pulled up to the school and dropped its occupants off in front of Arcadia Elementary, Max taking her time out of the seat to the bus driver's chagrin.  
"Little lady, you need to learn some efficiency," the man with the weird mustache told Max, Max looking over her shoulder only to stick her tongue out, "Why, you-"

Running down the bus steps and outside, Max ran halfway down the sidewalk to the school's front door before stopping dead in her tracks. _I don't wanna go in_ , Max thought as she looked up at the imposing structure and hid her face inside her grey hoodie. Pulling the cords tightly, the hood came all the way down until only two little blue eyes and a mess of freckles could be seen. Max clutched her satchel and knocked her knees together as she hesitantly took one step followed by another. _S'not fair. I wanna be with Chloe. She was nice to me, and she's funny and I like her._ Max jumped when she heard a loud bang and turned around with her wide eyes looking through the small hole that her face was visible through.

A beaten-up old truck pulled up to the open school gate and Max saw a loud puff of black smoke shoot out the back of the vehicle as it made another banging noise. Hearing music coming from inside the vehicle, Max's curiosity got the better of her and she watched as the passenger side door open. Chloe Price was sliding out of the seat as an older girl looked down at her with a thin-lipped, dour expression. _Who's that?_ Max thought, tilting her head to one side.

"-not fair, Lizzie! I was helping someone and she was being bullied! Mom not letting me go on the field trip isn't fair!" Chloe shouted at the older girl. Max noticed something blue peeking out from underneath a beanie the older girl was wearing. _They look a lot alike_ , Max squinted as she ran towards a tree and peeked from behind it to try and get a better look. _Does Chloe have a big sister? Lizzie?_ "Besides, _I_ only said it because I heard it from _you_ …"

"Chloe," Lizzie Price said with an exasperated sigh, pulling the beanie off her head to scratch at blue-colored hair, "I _really_ doubt I'm the only one you heard 'that word' from, dude. But go ahead, by all means, and blame the same person who managed to keep you from being grounded. You're just going to have to settle for chillin' at home when I come back here to get you at lunch, okay? Oh? Looks like you got an admirer, pipsqueak…"

Max pressed herself against the tree and stuck her lower lip out as she looked out the corner of her eye, hearing Chloe ask "Who's there? Hello?" before making a run for the school entrance as the bell rang?"

"Max? Max, wait up!" Chloe shouted after Max as she ran straight for the school, Lizzie Price snickering as she reached over to the passenger side and closed the door before heading out.

"Katie, could you pass me the Play-Doh?" Max asked as she looked over to see Kate drawing in her notebook. "Oooh, s'pretty…"

Kate smiled at Max the little brunette her picture more closely, the picture of a hot dog playing with a bottle of mustard and a tomato getting a giggle out of both girls. Max took the proffered Play-Doh and began to form small brown shapes for the pretend pizza she was making. Humming to herself as she worked on her creation for art hour, Max tried not to look over to see Chloe sitting by herself but would glance over every now and then. _She's so sad_ , Max thought as she sniffled a bit. Max had been too nervous and upset to tell Chloe that they couldn't be friends anymore because her momma said so; instead of letting Chloe know, Max had simply sat at Kate's and Warren's table when class started. The one time Max's and Chloe's eyes met, the heartbroken look on Chloe's face had nearly made Max cry. _S'not fair_ , Max huffed to herself as she thought back to yesterday. _Katie's nice, but Chloe is so cool and nice and she_ talked _to me. Katie giggles but she's way too shy. I-I'm not shy. I'm not!_ Looking back over her shoulder, Max spun around in her seat with scarlet cheeks when she turned to find Chloe looking right at her.

"Max?" Warren asked, looking at Max with a raised eyebrow, "Whatchu doin'? Why you keep lookin' over at Chloe?"

"None of your bidness," Max said with a huff, eyeing Warren, "Boys have cooties so don't get your cooties on me."

"I-I do _not_ ," Warren said with a gasp before looking down at her shirt like he was examining himself, "I… I don't see any cooties…"

"T-That's because cooties are invisible," Kate said, looking uncomfortable in sitting between Max and Warren as she pressed her arms against her sides, "D-Don't fight, okay?"

"S'not gonna," Max said, tilting her head as she looked over at Kate, "Warren, you're gonna make Katie _cry_!"

"Am _not_!" Warren got to his feet and leaned against the table, pouting the entire time.

"M-Max, d-don't pick fights," Kate's pleaded and she sniffled, a few strands of blonde hair unraveling from her bun. Max slumped her shoulders as her lip began to quiver. _Didn't wanna sit here anyway. Everybody's being a butt!_

"I'm sorry," Max whispered. Gathering her things into her satchel, Max put all the Play-Doh she had used away carefully into its appropriate containers and got up. "I'll go sit somewhere else."

"No, Max, I d-didn't mean _leave_ ," Kate reached out to grab the sleeve of Max's hoodie but the brunette turned around and walked away. "I-I'm sorry…"

Max looked around at the round tables situated throughout the classroom. She didn't want to sit with Victoria and Nathan, having been bullied by them only yesterday. Max hadn't gotten to know any of the other students on her first day except for Kate, Warren, and…

 _Chloe._

Max pulled her hood back on and cinched it to the point that only her eyes and the freckles across the bridge of her nose were visible as she cautiously approached the table where the girl who had befriended her yesterday sat. _I… I wanna be BFF pirates with Chloe_ , Max thought to herself as she pouted from inside the hood. She wanted to be brave like her hero, Wonder Woman, but Max wanted to be friends with Chloe even more than that. Reaching the table where Chloe sat by herself as she looked out a window the table was situated next to, Max placed her satchel down and sat across the table from where a dejected Chloe sat. Seeing the blonde girl look at her with a sidelong glance, Max froze in place as Chloe turned to look at her with an apathetic expression.

"What do _you_ want, Max?" Chloe asked bitterly, frowning at the hooded girl, "Go sit somewhere else. You obviously don't wanna be my friend because you haven't said hi to me all day…"

"C-Chloe…," Max's lip trembled inside the hood and her vision got blurry as tears began to form, "I'm _sorry._ M-My…"

"'M-My…'," Chloe teased in an imitation of Max, Max responding with a stifled sob and frown.

"…My momma got mad at me. For saying what I sad after you said it…," Max's voice was faint as she blinked back tears. "S-She said I c-couldn't be your friend anymore…"

Chloe eyed Max a moment or two longer before pouting while averting her gaze.

"P-Please don't be mad," Max pleaded, Chloe maintaining her silence as she looked everywhere but at Max. "I didn't _want_ to sit away from you, but I don't wanna get in trouble anymore. Please, Chloe. I'm-"

"Yeah, yeah," Chloe cut Max off, looking over at Max as she twirled her pencil, "You… You wanna be friends anyway?"

"You gonna be a butt to me?" Max asked, glaring at Chloe a little until the blonde girl looked away in shame. "You're being mean."

"…I'm s-sorry," Chloe replied sheepishly, fidgeting a little in her seat, "I won't be a butt. I swear."

"O-Okay," Max got out of her chair, grabbed her satchel, and walked over to give Chloe a hug, "BFFs."

"Forever," Chloe squeezed Max, smiles on both girls' faces as Max pulled away and sat down. "You wanna see my drawings?"

"Sure!" Max gave Chloe her toothy grin and the blonde girl giggled at the odd combination of baby and adult teeth. Max had that effect on people. Max looked down at Chloe's sketchpad and her eyes widened at the vines, flowers, and butterflies framing a drawing of a building overlooking the ocean. Pointing at the tower-like structure, Max looked at Chloe with her little brows furrowed. "Where's that?"

"That's the lighthouse, ya goof," Chloe teased, snickering when Max stuck her tongue out in reply, "There's a park outside of town and Lizzie takes me there. Daddy takes me too, but Lizzie does the most."

"Is Lizzie the lady who brought you to school?" Max asked, leaning her elbows on the table with her chin resting on her hands.

"Yeah, she's my big sister. Kind of a weirdo, though," Chloe eyed Max with a wry look on her face, an impish grin aimed at her little friend, "She bites, so you have to be careful."

"S-She bites?" Max's jaw hung open at the image of the tall girl she'd gotten a glimpse of chomping on people's fingers, "Your sister is a crazy lady?"

"The craziest," Chloe nodded astutely, stifling her laughter when Max looked to her satchel and began to retrieve her Play-Doh. "Hey, are you going on the field trip?"

"Mm-hmm," Max said as she searched through her satchel for the pink Play-Doh. _It was just_ here _,_ Max pouted until she looked up to see it sitting in front of her previous seat at Kate's table. "Um, I-I'll be right back. I left my Play-Doh over there."

"Okay," Chloe replied, shrugging before getting back to her drawing.

Dragging her feet as she headed back to Kate and Warren's table, Max stuffed her hands into the pockets of her hoodie and kept her head down. She didn't really like confrontation, the entire reason she'd been mad earlier being that she wasn't sitting with Chloe. Now that she and Chloe were together again, Max felt bad for being a butt to her friend.

"K-Kate?" Max shuffled her feet, teeter-tottering between her left and right foot as she kept her head down, "Kate, I'm sorry."

"Hmm?" Kate looked up from her drawing, brows knitted in concentration, and Max glanced up to see her friend smiling at her, "Hey, Max. Did you and Chloe make up?"

"Y-Yeah, but I'm sorry for being a butt to you…"

"Max, you weren't a butt. You were just sad," Kate got up from her seat, took the Play-Doh Max had left behind by accident, and put it in Max's hoodie pocket, "Go be with Chloe. You make her smile."

Blushing, Max mumbled a drawn-out "Okay" and started to walk away until she looked over her shoulder at Warren. The little boy looked up when Max called out to him.

"M'sorry, Warren," Max apologized before pausing as if in thought, "You still have cooties, though."

The art supplies packed away, the children in Ms. Grant's class began to gather their things in preparation for the field trip to the Fall Festival going on in Arcadia Bay's town square. Giggles and excited voices filled the classroom; Max was sitting at her and Chloe's table, looking down at the signed permission slip in her hand with a delighted grin when she noticed the forlorn look on Chloe's. Arms folded on the table, Chloe laid her head down and stared absentmindedly at her pirate-themed bookbag as she chewed on the inside of her cheek petulantly. Seeing the permission slip in Max's hand, Chloe let out a small _humph_ and looked away from Max. _Why you being such a jerk?_ Max wondered as she got up and walked over to stand directly in Chloe's line of sight. When Chloe huffed and looked in another direction, Max moved to stand there as well and they repeated this until Chloe sat up and crossed her arms.

" _Ugh_. What, Max?" Chloe asked, not looking at her friend until a jabbing finger poked her in the cheek, "Aah, what?"

"Why…you…bein'…a…jerk?" Max asked, pressing her finger into Chloe's side with each word, "You swore, Chloe. _You swore._ I th-thought I was your First Mate. You're gonna lie to me? Momma said liars are bad."

"…I can't go," Chloe muttered, eyes narrowed at Max until she saw the look of confusion on her friend's face. Sighing, Chloe uncrossed her arms and fidgeted in her seat, "Max, I can't go on the field trip."

"But you gotta!" Max wide blue eyes made Chloe blush and the blonde girl looked away with a pout on her face.  
"I can't. Mommy said I can't because I said the bad thing yesterday. So I can't go. Lizzie's coming to get me when you all leave."

Max opened her mouth to speak but clamped it shut when Ms. Grant walked over to them, smiling warmly at both girls. Looking at a clipboard as she checked off names in her head, Ms. Grant looked over at Chloe and sighed.

"Your mother told me you wouldn't be coming with us today, Chloe," Ms. Grant said, slouching a bit as Chloe stared at her for a few seconds before looking at her book bag, "Chloe, you don't need to get mad every time something happens you don't like. You're only seven. You have to look on the brighter side of things. Max? Max, did your mother sign your slip? She never called me."

"U-Uh…," Max stuttered as she felt the folded paper in her hoodie pocket with her hands. _I wanna go, but Chloe looks so sad. I want to be with my friend. Kate'll be on the trip, but so will Victoria and Nathan and there'll be lots of strangers, too. I… I could…_ "I'm going with Chloe."

Chloe's body stiffened a little but Ms. Grant didn't notice as she looked at Max with an apologetic smile.

"I'm sorry, sweetie. You know, you haven't had the greatest first couple of days here. How 'bout tomorrow we do somethin' fun?"

"Can we play pretend?" Max jumped in place, an excited look on her face as she hopped around. Hearing Chloe snort, Max turned to look back and smiled in return before sticking her tongue out.

"Sure thing, Max," Ms. Grant reached down and Max gave her teacher a hug, "You ridin' with Chloe, too?"

"She totally is," Chloe interjected, sliding out of her chair to stand by Max with her jacket and book bag already slung over a shoulder. Taking Max by the hand, Chloe gave Ms. Grant an innocent smile. "Lizzie's comin' to get us! S'okay if we go outside and wait for her now?"

"Only if you two promise to behave," Ms. Grant said, "No more bad words, either."

"P-Promise!" Max nodded, flashing Ms. Grant her toothy smile before getting pulled out of the room and down the hall by Chloe.

"You're _really_ gonna ditch the field trip to hang out with me? Max, you're hella cool," Chloe said to Max, the blonde looking over her shoulder to give her friend a giddy smile, "Lizzie might already be outside. Just watch your fingers…"

"I _know_ ," Max scrunched her lips to one side of her mouth, "She bites."

"So," Lizzie Price asked as her sister and a little girl appeared from the school entrance, "Who's this little nerd?"

"This's my best friend Max," Chloe said, jutting her chin out a bit in pride as she gestured at her friend only to find Max hiding behind her.

"Hey, uh, why is she hiding?" Lizzie asked, cocking an eyebrow at the little brunette before squatting down to look Max in the eye, "Max, right? I'm Liz, Chloe's sister. You're hella tiny. Kinda cute, too."

"…M'not tiny," Max said, blinking her cerulean blue eyes as she peered at Lizzie from behind Chloe.

"You totally are."

"Am _not_."

"Ugh," Lizzie rolled her eyes and gave a disapproving look to her sister, "Mom know about this? I thought you were in trouble, pipsqueak?"

"Max's mom is super busy. She's a doctor," Chloe said, looking Lizzie in the eye. Lizzie pulled the beanie off her head and scratched at the azure locks of dyed hair, absently looking away in thought before returning her attention to the girls. Max was now standing right in front her her, the little brunette's mouth hung open as she stared up at Lizzie's hair.

"What up, tiny?" Lizzie asked, an amused look on her face as she crossed her arms.

"…Your hair is so pretty," Max said before biting her lip, her face turning red as she quickly looked away. _I wanna touch your hair, but Chloe said you bite…_

"You want to feel it? It's pretty soft, too," Lizzie got on one knee and leaned her head down in front of Max only to glance up and see the worried look on Max's face. "…What'd Chloe tell you?"

"…You're a biter…," Max said hesitantly, averting her eyes until she heard the older girl snort and laugh. "Chloe, you said she's a biter!"

"Chloe says a _lot_ of things, dude," Lizzie said with a smirk, leaning her head down, "Go on, kid. My hair is hella soft."

Max slowly brought a hand up, her imagination bringing up an image of the older Price girl looking up and biting down on Max's hand just as she got close to the hair. Shaking her head from the vivid image, Max started to pull her hand away only to yelp when Lizzie grabbed it and shoved it into her blue hair.

"See?" Lizzie asked, winking at a smiling Chloe, "I don't bite, Max, and my hair _is_ hella soft."

"Ooooh…," Max was mesmerized by how silky Lizzie's hair was and pulled away after running both her hands through it to stick her tongue out at a smirking Chloe. "Chloe, you butt! You're sister isn't a biter!"

Playfully shoving each other and giggling, Max and Chloe were eventually ushered into Lizzie's old truck and they drove down the street just as Vanessa Caulfield pulled up to the school. Walking hurriedly inside, Max's mother caught Ms. Grant as they headed out a side door to where the bus was waiting for them.

"Ms. Grant!" Vanessa shouted after the teacher, Ms. Grant turning around to look at Mrs. Caulfield with some degree of confusion. "Max forgot her… Where is my daughter?"

"…She _said_ she was getting a ride with Chloe and Lizzie Price," Ms. Grant shook her head in frustration, crossing her arms as she motioned for the bus driver to wait a moment, "I have the Prices' home number in my desk. Come with me, Mrs. Caulfield."

"Well, who is _this_ little sweetheart?" Joyce Price asked Max as she sat with the Price sisters at a booth, three sodas on a tray as she delivered the beverages to her daughters and Chloe's new friend, "Aren't you a darlin'. What's your name, hun?"

"I'm Wonder Max!" Max smiled cheerily as she reached over and took the soda with both hands before slurping down a large gulp of soda, Lizzie snickering as Chloe giggled. Max smiled in delight at the drink and her new friends, her nose crinkling as she beamed at them. "Are you Chloe's mommy?"

"Well how'd you guess that one, 'Wonder Max'?"

"You're pretty like Chloe and Lizzie are pretty."

"Max," Joyce said, glancing over to see Lizzie grin and Chloe blush, "You are quite the charmer."

"Nuh- _uh_ ," Max shook her head and took another drink of soda, "I'm a pirate and an Amazon and a superhero!"

"So, what you three wantin' to eat?" Joyce asked sweetly, pencil to the notepad she used for taking orders.

"Cheeseburger and fries for me," Lizzie said, nudging Chloe with her shoulder, "We all know this little geek'll just copy me so she'll have the same. What 'bout you, Wonder Max?"

"Chee-booger an' fwies," Max replied with her soda's straw in her mouth.

"Three burgers, three orders of fries comin' up," Joyce scribbled the table's orders down and walked back toward the counter.

Max sipped away at her soda, kicking her dangling feet under the booth's table as she and Chloe talked about superheroes and pirates, Lizzie watching them with a look of tender amusement on her face. Chloe scooted out of the bench she had been sharing with Lizzie after Max got real quiet while looking out the window and slid next to Max in the little brunette's bench. Chloe looked in the direction Max was gazing and saw the lighthouse on the hilltop, a bright dot popping up only disappear and return. Leaning her chin on Max's shoulder, Chloe blew a raspberry on Max's cheek and smiled when her friend giggled.

"C-Chloe, stop!" Max cried out between giggle fits as Chloe proceeded to tickle her, Max squirming in the bench as Chloe went after her with probing fingers, "Chloe, _noooooooo!_ "

"You two are hella adorable," Lizzie commented, looking up from her phone before glancing over in Joyce's direction, "Uh-oh."

"What?" Chloe asked, the smile on her face twisting into a panicked look as she caught the look of frustration on her mother's face that Lizzie had caught, "Shit."

" _Chloe_." Max chided, wagging a finger which Chloe swatted away absently, "Owww! Y-You're being _mean_!"

"I-I'm sorry!" Chloe quickly looked over at Max before kissing the finger Max was clutching with her other hand, "I wasn't lookin'. Honest, Max. I'm sorry."

"Chloe, what the hell did you do?" Lizzie whispered, leaning over as she spoke before flashing her mother a forced smile as Joyce approached the booth and crossed her arms over her chest. Eyeing Lizzie for a moment before turning her attention to the younger girls, Joyce put a hand to her forehead and sighed. _Chloe's mommy looks really sad, like momma does when I do a thing._

"Max, your mother is on her way here to pick you up," Joyce said, "Chloe, you and I will talk about this later. For now, I'll go and bring your food by."

"Last supper for you two-," Lizzie said before Joyce cut her off with a cough.

" _You_ are in nearly as much trouble as they are, Lizzie," Joyce admonished the oldest daughter, "You didn't bother to find out if Chloe was tellin' you the truth?"

"I…I'm sorry…," Max jutted her lower lip out after she spoke, her eyes wide and fearful. Joyce, realizing she had likely just terrified the little girl, gave Max a weak smile, "I just wanted to be with my friend and Chloe said she couldn't go on the field trip so I didn't wanna go either."

"That's very sweet, Max. You still should have-," Joyce started to say before she saw Max tense up as the little girl looked towards the entrance.

"Maxine Caulfield," Vanessa Caulfield said when she arrived at the booth, standing next to Joyce with a hurried introduction, "You are in big trouble, young-"

" _No!"_ Max kicked at the booth, letting out a little _humph_ as she defiantly stared back at her mother, "Momma, Chloe's my best friend forever! I can't not be friends with my best friend forever! _Please_ don't take her away from me!"

Max latched her arms around Chloe and hugged the blonde girl tight, Chloe looking at Max in surprise before looking up at Max's mother with a quivering lip.

"Y-You weren't gonna let her be my friend no more?" Chloe asked in a weak voice, "B-B-But Max is my only friend…"

"Dude, that's pretty harsh," Lizzie said at both mothers, pulling the beanie off her head and reaching over the table to put it on Chloe before ruffling Max's hair, "That's hella uncool."

Joyce and Vanessa looked at each other with matching grimaces, caught between their girls doing something wrong for a reason that was very endearing and the sounds of their baby girls nearing the point of tears. Kneeling down next to the booth, Vanessa peered into the mess of brunette hair that was against Chloe's belly as Max latched onto her friend. Hearing sniffling from behind the hair, Vanessa tucked some chestnut strands of hair behind an ear until she was looking at Max's partly unobscured face.

"Max, Momma did a thing," Vanessa said with a little hesitation, "Momma did a thing and now you're sad, aren't you?"

"…Uh-huh," Max's voice was like the mewing of a kitten, soft and heartbreaking, Vanessa frowning when she saw tears roll down her daughter's cheeks, "C-Chloe's my _friend_ , momma. She's my best friend forever…"

"Okay, sweetie. Okay," Vanessa nodded, leaning in to kiss Max on the forehead after brushing away some more hair, "But sweetie, not letting momma know where you wanted to go is a thing, too. You can't do a thing like that again, okay?"

"…Uh-huh," Max sniffled and looked to her mom before looking up at Chloe, "I don't wanna not be your best friend forever."

"We're hella best friends for life," Chloe said, a few tears dripping off her chin and into Max's hair as she leaned her head down and hugged Max in return, "Mommy, please don't be mad. Max and I will be together forever."

"Holy shit," Lizzie whispered under her breath, grinning as she pulled out her camera phone and took a picture of Max and Chloe hugging each other, "Mom, seriously, if you and Max's mom split these girls up I will totally adopt them and raise them in the woods in the treehouse. I'll train 'em to be feral ninja girls or some shit like that."

Vanessa smiled weakly at Joyce as she got to her feet and offered Chloe's mother a hand, Joyce smirking and shaking her head as she took it.

"Vanessa Caulfield."

"Joyce Price."

"Are kids always this much of a workout?" Vanessa asked, the smile on her face growing as she watched Max and Chloe continue to hold onto each other like one of them might disappear.

"I reckon these girls will be an exercise in many things," Joyce replied, leaning over the table to ruffle her daughter's hair, " _Patience_ being one of 'em."

 **Author's Note –**

 **People liked this take on Life is Strange so I thought I'd do another chapter. Yes, Lizzie Price in this story is basically Chloe in the game. Blame Tumblr user gaybreadlover for making an awesome piece of art with Lil Max sitting on Punk Chloe's shoulders. Plus, the idea of Lil Chloe learning all the things that we love about her from an older sister is pretty damn cute.**

 **So, the birth of their friendship in this story. Hope you liked it :)**

 **I think I'll introduce "Wowsers" into Max's vocabulary for the next story. Maybe Max's first sleepover at Chloe's after school. I also have an idea of them playing pirates and riding off to get Lil Kate and see if she'd like to play with them. Lil Max with her tricycle and Chloe with a razor scooter. Because Lil Hella.**

 **Also, Ms. Grant is too damn nice a teacher, right? I know that no teacher would actually fall for what Max and Chloe pulled in real life, at least I hope so, but this is a fiction so it's allowed.**

 **Read, review, and I'll see you all later!**

 **Stay Hella, Cinnamon Rolls!**


	3. Chapter 3

**Birthday Wishes**

Max squealed in delight as she ran around the living room of the Caulfields' house; her newest obsession being Batman, her parents had bought her a Batman cowl and cape and she had spent the better part of her birthday morning hiding in corners and on the stairs, yelling "Where's Rachel?!" and demanding cookies. So preoccupied with her pre-party birthday gift, Max was oblivious to the fact that in an hour her party was going to start. _I'm…Bat-Max!_ Max thought as she ran through the second floor hallway and nearly slammed head-first into her father. Ryan Caulfield's smiling face brought a toothy grin to his daughter, and Max crawled between his legs when he slowly made to grab his daughter.

"Curses!" Ryan cried out in mock frustration, shaking his fist as Max hid behind her bedroom door, the mask's pointy ears and her eyes peering at him. "I'll get you next time, Bat-Max!"

"Nuh-uh!" Max yelled back, swinging her door open to give her dad the best superhero pose she could. Fists on her hips, Max jutted out her chin and huffed, puffing out her chest to the delightful clap of her mother as Vanessa came up the stairs. _Uh-oh,_ Max thought as she saw the look on her mom's face.

"Punkin', some of your classmates are here," Vanessa said, attempting to coax Max out as the little brunette had ducked back into her bedroom, "Sweet pea, they brought presents."

"Don't care!" Max said, sticking her tongue out as she poked her head out from behind the bedroom door.

Max's social anxiety was one of the reasons why the Caulfields had moved from Seattle to Arcadia Bay. Ryan and Vanessa had shared their concern with one another about how Max never seemed to have any friends in her preschool or 1st grade class. While shyness at her age was expected, Max's parents knew it was more than that because their daughter made a point to avoid people. _Don't need people,_ Max thought to herself as Vanessa continued to try and get her to come out from behind the bedroom door.

"Kiddo," Ryan said, his voice soft as he kneeled down at the door to Max's bedroom, "Maxaroni, I know it is hard for you. But we'll be here the entire time and I think I saw this girl, this blue-haired girl-"

" _Lizzie!_ " Max screeched as she swung the door open and into her dad's face. "Sorry, daddy…"

"S'okay," Ryan said, rubbing his nose and checking to make sure it wasn't bleeding, "But kiddo, your friend's sister came alone so you should see where Chloe is. She's your best friend, right?"

"Right!" Max nodded, Ryan biting his lip to keep himself from laughing at how adorable his daughter was. Hugging her father, Max sprinted down the hall and the stairs only to stop when Lizzie came around the corner with a pirate hat on.

"Ahhh!" Max cried out, lip trembling at the fright Chloe's older sister had given her. "You meanie!"

"Nuh-uh! I'm hella cool!" Lizzie retorted, snorting at Max's accusatory tone before pulling a wrapped object out of a backpack she had slung over her shoulder, "Chlo can't make it, pipsqueak. She's down with the sickness or whatever. Anyway, here."

Max hesitantly took the package and examined it. The size of a shoebox, Chloe's gift to her was awkwardly wrapped until Max tore through it. Leaving the wrapping and box discarded, Max tilted her head at the single walkie-talkie and looked up at Lizzie Price with her brow furrowed.

"Um…"

"Turn it on, dork," Lizzie said, smiling as she squatted down and clicked the walkie-talkie on, "Breaker, breaker!"

"You're always a faker!" a weak voice said through the speaker.

" _Chloeeeeee!"_ Max cried out, holding the walkie-talkie with both hands as she stared at it wide-eyed, "I-I miss you."

"Dude, you saw me yesterday," Chloe said over the walkie-talkie, "But yeah, I totally miss you. Party started yet?"

"Y-Yeah…," Max said, pouting at how her best friend wasn't at her birthday party, "Ooh! I'm Bat-Max now! Momma and Daddy got me a mask and a cape and a batawang!"

"Uh, 'bata _rang_ ', Max," Lizzie corrected her little partner-in-crime, "You should see your BFF, Chlo. She's pretty hardcore right now."

 _"I'm badass!_ " Max shouted only to wince when she heard her mother chide her from upstairs. _Momma thinks I hear the bad things from Chloe and Lizzie but she says them, too. So does Daddy…_

Max played with the walkie-talkie at the foot of the stairs with Lizzie sitting next to her, a grin on the blue-haired girl's face as her sister's best friend chattered away into the small electronic device. It wasn't until Vanessa Caulfield came down the stairs that Lizzie got up and instinctively smoothed out her jacket and tank-top. Max looked up and frowned; Lizzie had been on Vanessa's bad side ever since she'd taken them from school when Max had skipped out on the field trip to be with Chloe. _Please please don't kick Lizzie out, Momma! She's so cool!_ Max thought as she saw the look on her mother's face.

"Elizabeth," Vanessa said, all civility but no friendliness.

"Uh, hey," Lizzie said, scratching at her beanie while avoiding the glare leveled at her from Max's mother.

"Momma, no!" Max said, leaping to her feet as she stuck her lower lip out. "Lizzie's my friend, too! Don't kick her out, _please_! It's… It's my birthday…"

"S'cool," Lizzie said, looking down to flash Max an appreciative grin, "I gotta go anyway, pipsqueak. Work an' everything. Just… Just enjoy the walkie-talkie, and keep it on so Chlo can at least get into the party somewhat, ok?"

"…Okay…," Max said, sniffling as she hugged Lizzie before whispering "I'm sorry Momma's a butt…"

Feeling Lizzie shake from laughter, Max smiled at her friend as she left their house. Living only a block or two away from the Price family had made it relatively easy for them to all know one another; Lizzie was the only deterrent in the two families getting any closer, Vanessa refusing to absolve her daughter's accomplice in escaping the school trip even though she was well-intentioned. Watching the door close behind Lizzie, Max spun around and huffed at her mom before heading out to the backyard. Not seeing the frown on Vanessa's face, Max silently wished her mom would not be such an asshole.

Max sat in one corner of the fenced-in backyard, a cup of punch and half-eaten piece of cake on either side of her cross-legged body as she and Kate Marsh played with Kate's gift to her, a little bunny they'd named "Alice". Watching the young kit hop between them as she inquisitively sniffed, Max and Kate giggled.

"She's _soooo_ cute!" Max exclaimed, the walkie-talkie in her lap as she and Kate narrated what Alice was up to so Chloe could get an idea of what was going on. "Chloe, she's eatin' grass!"

"Uh, duh. Bunnies eat grass, Max," Chloe replied with a snort, the sound echoey through the walkie-talkie's speaker and Max jumped at the sudden burst of loud static, "Shit!"

"Chloe!" Kate said in a chiding voice.

"Sorry, but it's just that my battery is dying and I took the last double-As," Chloe said, Max frowning at how sad her friend sounded, "I think I'm gonna have to bail, Max. I'm sorry."

"…S'okay…"

"It isn't really, is it?" Chloe's voice came off as apprehensive.

"…No. Chloe, I _miss youuuu_ ," Max whined, watery eyes looking down at the walkie-talkie as Chloe talked fast until her walkie-talkie died.

Sniffling, Max started to sob. She missed Chloe, missed how comfortable her friend made her feel. _Kate's nice, but she's Kate and Chloe is Chloe_ , Max thought as she kept looking down at the walkie-talkie. Hearing rustling noises, Max looked up to see Kate scoop up Alice into her hands as she slid over in the grass to hug Max.

"I'm s-sorry," Kate said, leaning Max's head into her shoulder.

"Why you sorry?" Max asked, giving her friend a weak smile, "You didn't do nothin'..."

"Are you two _ever_ going to not be crybabies?" a voice asked, her snide tone not matching her diminutive size and age. Max looked up to see Victoria Chase eyeing her with arms crossed.

"Why are you even here?" Max asked, her tone harsh enough that Victoria flinched, "You're so mean, to me and Chloe and Kate. Why'd my momma have to invite _you_ , the girl who is nothing but a bully?"

"I-I'm not a bully," Victoria said, arms at her sides with small hands clenched into fists, her face expressing outrage at being called such a thing as a bully, "I'm _not_!"

"Are too!"

"Am not!"

"Are _t-too_!" Max said, getting to her feet with her own hands balled into fists. "You're so m-mean to me, Vicky! Why? I didn' do nothin'!"

Neither Max or Victoria noticed Kate backpedaling away as Nathan Prescott approached to stand behind Victoria with a smirk on his face, frosting on one cheek.

"Good cake, nerd," Nathan said, the backhanded compliment getting a puzzled look from Max, "Um, my mom got you somethin'."

Taking the box from Nathan, her eyes not leaving Victoria's, Max opened it up and gasped at the sight of a pair of black and pink wheelies. Grinning, Max walked past Victoria and hugged Nathan.

"Thank you, thank you!" Max said, so excited she kicked off her sneakers and immediately slipped the wheelies on, "See, Victoria? Even Nathan can be nice."

"Hey, I can be super nice. It's just… It's just that everyone thinks I'm a troublemaker…," Nathan said, frowning as he looked down at his feet and fidgeted.

"You just need to smile more, like you were just a moment ago," Kate blurted out, hiding her face behind the twitching form of Alice as she peeked from behind the baby bunny's ears, "If you don't look so scary people might talk to you more…"

Nathan seemed to take Kate's remark into consideration and he smiled while kicking his own wheelies together. Getting his unsaid suggestion, Max ran with Nathan, Kate, and a petulant Victoria through the backyard only to stop when she spotted Alyssa get hit with a piece of the piñata Max had broken.

"You okay?" Max asked, putting a hand on her classmate's shoulder.

"Who keeps doin' that?" Alyssa asked, looking around in confusion with her comic book rolled up like she was itching for a fight.

"I dunno," Max said with a shrug and resumed her quick pace to the driveway with Kate, Nathan, and Victoria close behind.

Once Nathan showed her the basics of how the shoes worked, something far less complex than how he made it to be, Kate held on to one of Max's shoulders as the birthday girl began to slowly roll around the driveway. Eyes wide as she bit her lip, Max was worried about falling in front of Victoria, more so than Nathan. _Nathan's bein' nice so I don't think he would be a butt if I fell. I just… I just dunno 'bout Victoria!_ Max thought as she got the hang of the wheelies. Riding around in careful circles and a couple of slow spins that Nathan did as examples, Max smiled gleefully as she began to spin in-place. Hearing Nathan and Kate giggle as she twirled around in her Bat-Max mask and cape while riding her wheelies, Max stopped and struck a superhero pose; mask partially hidden by her cape, Max eyed Kate and Nathan from just above her cape and growled "I am the night!"

"Max!" Vanessa shouted from the backyard. "Sweet pea, it's time for presents! That is, I mean, if you want-"

"YES!" Max shouted and nearly fell over as she'd forgotten what kind of shoes were presently on her feet at the time. "We're coming!"

The presents were a variety of toys and games: action figures, costume pieces, books, comics, video games. Max had been left to her plunder, examining a book of photography, when someone gently set a present just to the side of her opened gifts. Looking up, Max eyes narrowed for a second when she saw Victoria looking down at her; Max relaxed a bit when she caught how anxious the other girl was.

"…It's n-not a trick present, is it?" Max asked, gently poking the box with a small index finger.

"I'm _not_ a bully, Max," Victoria insisted, caught off-guard when Max looked up at her and sniffled.

"…I don't understand it," Max said, pouting a little, "Why won't you be my friend? I like you. When you're not being mean, you are smart and tell jokes and you have really pretty hair. I wanna be friends with you."

"Max…," Victoria's face reddened and she looked away, "Maybe we're too much the same. I… I think you're pretty cool, too. Like, one of the coolest. It's… It's just that my mother and father aren't friendly to other people and they don't like me hanging around most of the other kids."

Max sighed, met in response with a sigh from Victoria and the girls sat next to one another and looked at Victoria's unopened gift. Max's screwed her face up and looked at the present as though she were trying to see through the wrapping and packaging to no avail. _What's in the box?_

"What is it?" Max asked, looking at Victoria with a sidelong glance.

"Open it!" Victoria cried out, raising her arms in triumph as Max tore the decorative paper off to reveal a Polaroid camera.

"A camera?!" Max asked, her mouth agape as she looked at the camera and then at Victoria in absolute wonder. "Vicky, this is what I wanted most for my birthday this year. How'd you know?"

"I-I didn't," Victoria stammered, flustered under the weight of Max's gaze, "I swear, Max! I swear I-"

The little peck on Victoria's cheek was warm and friendly, a token of appreciation for something so kind from a person Max had least expected. Victoria put a shaky hand to her face and looked at the grinning birthday girl as she took Victoria's hand.

"If we can't be friends, maybe we can be _secret_ friends?" Max asked, squeezing Victoria's hand. "You don't have to be mean to me in class, either."

"O-Okay…," Victoria replied, feeling very shy at the moment, "But, maybe, could you sit with me sometimes?"

"That's not very secretive."

"We don't always _have_ to be secretive."

"Max?" a weak voice asked from the walkie-talkie Max had sitting on the table by her opened presents.

"Chloe!" Max exclaimed, reaching over to grab the electronic device. When Max saw Victoria move to leave, Max grabbed her hand and shook her head. _Why do have to leave? Is it cuz of Chloe?_ "Chloe? Chloe, why don't you and Victoria get along?"

"Max!" Both Victoria and Chloe cried out, Victoria loud enough to catch some unwanted attention. Max screwed her lips up to one side and eyeballed Victoria.

"Max, that's not fair!" Victoria objected, taking her hand out of Max's. "It's… It's not that we can't get along. We just don't. She's so weird…"

"Hey!" Chloe yelled into the walkie-talkie, a burst of static following that made both Max and Victoria wince.

"But I want you both to be my friends…," Max pleaded, her puppy eyes making Victoria bite her lip as Chloe scoffed from the walkie-talkie, "Don't be a butt, Chloe."

" _Don't_ call me th-that _phooo_!" Chloe retorted before sneezing into the walkie-talkie, "Max, I'm your friend. I'm not her friend."

"Same," Victoria nodded, "I can be secret friends with you, Max, but no way will I be friends with _her._ "

"Ohmydog, you're both butts!" Max said, rolling her eyes as she shook her head, "You're both my friends, so there!"

" _Secret_ friend," Victoria reminded her, "But yeah, friends. Just-"

"-Not with her," Chloe finished Victoria's sentence.

Max huffed and held onto her arm out of awkwardness. _I like 'em both, but they don't wanna be friends with each other. S'not fair! Am I gonna have to choose?_

"…B-But," Max started to speak, Victoria turning her head to look at the sniffling brunette, "S'my birthday and I just want to have some friends, s'all. Why can't you _both_ be my friend? Are you gonna make me choose, because I don't _wanna_!"

At " _wanna_ ", Vanessa Caulfield came over and saw the tear-stained face of her daughter as Max had started to cry, Victoria holding onto her in a tight hug as she repeated "I'm sorry" over and over; breaking the girls' holds on one another, Vanessa knelt down and looked her sobbing daughter in the eye.

"Oh, Punkin'," Vanessa said, frowning at how miserable her birthday girl looked, "Was the party a bad thing?"

"N-No… S'just that people are _butts_ ," Max blurted out, eyes widening in horror as the dread of her mother's response reared itself, "Sorry, Momma. I said a bad thing…"

"…I'll allow it this once, Punkin'," Vanessa said, a faint smirk on her face as she managed to keep herself from laughing, "But I think it's time for a nap, don't you? Look at little Katie over there; she fell asleep into her piece of cake."

As though her ears were sensitive like those of the bunny she had given Max, Kate's head spun to look over in Max's direction, faint smears of whipped topping and carrot cake on one side of her face with Ryan Caulfield chuckling as he continued the task of cleaning up the little girl. Bursting into a fit of giggles, both Max and Victoria walked over and sat with Kate while she whimpered from people laughing at her expense. Calming her sweet friend down, Max told everybody she was supposed to take a nap and headed upstairs as though her words had been a proclamation.

 _"Everybody's so mean!" Max sobbed into the leg of her father's jeans, sniffling and whimpering between shark gasps of air. "I-I try to m-make friends b-but they just call me_ stupid _! I'm not stupid! I'm_ not!"

" _Oh, Punkin'," Vanessa said, kneeling down to hug her daughter, little six year-old Max Caulfield. Max spun around to wrap her arms around her mother, "Of course you're not stupid. Ryan what kind of a school does this? Makes a child feel so miserable?"_

 _"Um, probably all schools in some fashion," Ryan answered, wincing when Vanessa slapped him on the shoulder as she got to her feet with Max in one arm, "Ow! Honey, I don't know what you want me to say! People can be downright butts, sometimes."_

 _"That's right!" Max sat up in Vanessa's arms, pulling her thumb out of her mouth. "Butts!"_

 _"Great," Vanessa said with a sigh, rubbing at a temple with her free hand, "Thanks, Ryan. Now she's learned a new word."_

 _"Sorry…," Ryan smiled apologetically as he took Max from his wife's arms, "Kiddo, that word is a bad thing. Okay? No using that word."_

 _Max nodded and laid her head onto Ryan's shoulder, thumb back in her mouth as she hiccupped from all the crying. She didn't like the school, didn't like the kids._ They're mean and jerkfaces _, Max thought as Ryan and Vanessa Caulfield talked._

 _"What are we supposed to do, Honey?" Ryan asked his wife. "I mean, we could_ try _and homeschool her or something. Maybe just a little while…"_

 _"No," Vanessa replied before letting out a sigh of frustration, "No, that won't work. She needs better social skills, needs to get involved with kids; what our little girl really needs is a friend, a genuine one."_

Max woke up with a start, the burst of energy dissipating as quickly as it had propelled her into an upright position. Eyes half-lidded with a little bit of dried spittle out of one corner of her mouth, Max was still in her party clothes as she groggily climbed down from her bed. Feeling the carpet on her feet, her mind absent from the day's earlier proceedings, Max pleasantly dug her toes into the soft fabric before remembering the events of her birthday party when she saw the Batman mask sitting on the little table she used for drawing with her crayons and markers. Seeing the Polaroid camera placed in the middle of her art table, Max hurriedly undressed and pulled on her usual hoodie and jeans. Slipping on a pair of sneakers patterned with little skulls and black cats, Max grabbed the camera and stuffed it into her little messenger bag. Running as fast as her legs would allow, Max nearly fell down the stairs and was the recipient of amused looks by both Vanessa and Ryan Caulfield as they sat on the living room couch with a movie playing.

"Punkin'…?" Vanessa asked, seeing the wild-eyed look on her daughter's face. "Max, what's wrong? Did you have a-"

"Do we have any cake left?" Max asked, cutting off her mother to everyone's surprise.

"Um, yes. I think there's a few slices left," Vanessa answered Max's question with a wary tone in her voice, her daughter oblivious to the hesitation, "Max, why do you want to know if we have any cake-"

"Imma take a piece over to Chloe!" Max ran into the kitchen with Vanessa shortly behind, Ryan chuckling as he caught up to his family.

"Max Caulfield, you most certainly are not! Chloe is _sick_. Do you want to get sick?" Vanessa asked, closing the refrigerator door as Max started to open it. When Max kicked at the door with a huff, Vanessa fought to maintain her composure only to melt when little Max Caulfield looked up at her with a pouty, puppy-eyed face.

"But _Momma_ …," Max pleaded as she continued to tug on the refrigerator door, oblivious to her mother's hand keeping it in place, "Momma, _please._ I don't _care_ if I get sick. I have to see Chloe. S'my birthday, so lemme _go_!"

Ryan Caulfield but a comforting hand on the shoulder of his exhausted wife, Vanessa reluctantly opening the refrigerator door. Taking out a piece of carrot cake, Max picking the largest slice, Vanessa Caulfield packed the dessert into a small Tupperware container and handed it to her daughter. Max held the container to her chest and smiled at her parents victoriously before spinning on her heels as she ran out of the kitchen, the screen door leading outside slamming shut.

Max didn't care that the sun was starting to set, didn't care that she _knew_ her parents didn't like it when she went over to the Prices' at this time of day without them. _Today's special, though. It's special because I'm gonna make it special_ , Max thought as she determinedly walked through people's backyards before coming to a stop across the street from the Price house. _Ready or not!_

Half-painted, the Price house was a little bigger in size to Max's house despite both being two-storied. Her steps becoming increasingly hesitant as she advanced toward the house, Max began to second-guess her decision to just show up. _What if they don't want me to come in? What if I don't get to see Chloe or Lizzie or Bongo? What if-_

"Yo, Pipsqueak!" a voice called out from the street behind Max and the little brunette cautiously looked over her shoulder to see Lizzie Price heading up the walkway to where Max was standing. "Dude, you gonna stay there or… Ooh, you brought my lil sissy some cake? Seriously, you two are fucking adorable."

"…Bad things," Max muttered, looking down at the Tupperware container while fidgeting, "You said bad things. It's okay, though, because I said 'butt'."

"You _did_?" Lizzie asked, eyes wide as she put a hand to her chest in shock. Max didn't get the sarcasm so her confusion increased when she nodded and Lizzie followed up with a bout of laughter, "Well… Well, aren't you a little troublemaker! I'll open the door and distract my parents while you _quietly_ head upstairs and chill with Chlo."

" _One…Two…Th-Three!_ " Lizzie whispered, Max smiling when she recognized the line said by the Tootsie Pop Owl. The door silently swung open and Max headed straight for the stairway while hearing Lizzie talk in a loud voice. _Something… Something about pancakes for dinner…? I don't like pancakes. Waffles are better cuz you can catch all the syrup in the little pockets…_

"Hello?" Max asked softly as she knocked on a door with a wood plaque nailed onto it that had "Chloe's Room" in stencil.

"Mommy, I don' want any more of that… Wait, Max?" a voice responded from inside the room and Max heard the sound of someone sliding off a bed and feet approaching. Taking a step back, Max smiled when Chloe opened the door a crack and peeked through. "Dude, what are you doin' here?"

"Why do you sound funny?" Max asked, tilting her head. "You sound like your momma-"

"I sound nuthin' like my mommy… Ugh, what do you _want_?" Chloe asked, rolling her eyes as she grumbled in frustration. Seeing the hurt look on Max's face, Chloe immediately calmed down. "I'm not mad at you, Bat-Max. I… I just wish I wasn't sick. I wanted to go to your party, see the look on your face when you saw the walkie-talkies. …Max, I wanted to see it _at the party_ , not here at the door to my room," Chloe said with a snort as Max opened her mouth and eyes as wide as they would go.

"I brought you the biggest piece of my birthday cake that was… I brought you some of the cake," Max corrected herself, not wanting to say aloud that it was a leftover because she was afraid it would hurt Chloe's feelings.

"Well, are we gonna stand here or are we gonna sit in my bed and pig out on your friggin' huge piece of cake?" Chloe asked, the impish smirk on her face met with a toothy grin from Max's as Chloe shut the door behind them.

Max got sick the next day. Her mother told her she should not have gone to see Chloe, but it was worth it.

 **Author's Note –**

 **Trying to balance writing these stories** _ **and**_ **grad school (when I no longer really need to go) is a pain in the ass. Glad this semester is my last, so I can pursue this full-time. Being on disability, my mobility and social functioning limited by my physical injuries and PTSD, I can actually write and give zero fucks about anything else. Some people have given me shit about it, to which I tell them that I'd rather have a healthy body than a monthly check. Such is life, I guess.**

 **Anyway, I hope you enjoyed this. I'm going to** _ **try**_ **and put another chapter of this story up later in the week but with moving into a new apartment and grad school taking up so much time** _ **all**_ **the installments are pretty much cases of "whenever I can"**

 **Read, review, and I'll see you for Chapter 4!**

 **Rachel is coming…**

 **Stay Hella, Cinnamon Rolls!**

 **PS** _ **\- Polarized**_ **is going to destroy our feels. Prepare yourselves!**


	4. Chapter 4

**Making Contact**

"Don't pick at them, Punkin'," Vanessa Caulfield said as she walked her daughter down the hall of Arcadia Elementary School, "Picking will make them hurt."

Little Max Caulfield looked up at her mother and frowned from the torment of her chicken pox; red spots on her face, neck, and arms, Max clenched her little hands into fists and sniffled. _But they're itchy, Momma_ , Max thought to herself, _They're itchy and I wanna scratch 'em. Too itchy! Like Daddy's beard!_ Max whimpered and sniffled again, head downcast as she let her mother lead her into what would be her temporarily new classroom.

The other parents and both 2nd grade teachers had met together the night before when Max had showed up earlier that day with chicken pox to Ms. Grant's class; while most of Ms. Grant's class had already contracted the illness, there were a few stragglers and nearly all of Mark Jefferson's class had yet to be exposed. Better to get chicken pox at an early age, they had all consented to Max being temporarily moved into Mr. Jefferson's class for the duration of her illness along with Danny DaCosta. Max had only been notified of this sudden change in her schedule and school life, again temporarily, before Vanessa had finished making them breakfast; Max's response was what one might expect when they're separated from all their friends at a young age.

"No!" Max yelled, swinging her feet high enough from her chair that the toes of her little boots smacked the underside of the kitchen table. "No, I don't wanna go to Mr. Jefferson's class! Chloe's not there, and neither is Katie or Vicky and you said he's creepy, Momma! You said!"

"I know I did, Max," Vanessa said, sighing at her daughter's little rebellion, "But it's only for a little bit, okay? Chloe and your other friends will still be there in a couple days-"

"A couple _days_? Booooo!" Max grumpily retorted, bottom lip jutted out, "This sucks!"

"Maxine Caulfield, how… Of course. Chloe," Vanessa put a hand to her head and sighed at how much of an influence Max's best friend had on her child, "Sweetheart, please don't say things like that. It is sort-of a bad thing."

Max's eyes widened and she covered her mouth with her hands; she hadn't intended to say a bad thing. Bad things got her in trouble and she just mainly wanted to be left alone except for when she was with Chloe and her other friends. _I don't wanna be bad_ , little Max thought to herself as she kicked her dangling feet, _But it's not fair!_ Pouting, Max poked at her Eggo waffle and giggled when it skidded off the plate and onto the floor. Hearing a gasp from elsewhere in the kitchen, Max looked up slowly to see her mother scowling at her. _Uh-oh._

"Max _ine_ ," Vanessa said, her tone alarmingly calm as she put her hands on her hips, "There are starving children in other countries who would _love_ a waffle. Maybe… Maybe I should ship you off and get another child. Name her 'Max 2'…"

"Wha? _No_ , Momma, _no_!" Max's eyes were wide in an expression of abject fear, "Don't trade me! I'll eat the waffle, I'll eat it!"

When Max climbed out of her seat and grabbed the waffle, Vanessa hurried over and swiped the food from Max's hand before her daughter could manage to take a single bite.

"Punkin', Momma was only kidding," Vanessa said, taking a knee to look her daughter in the eye, "Oh, Sweet-pea, sometimes you take things too hard and Momma worries."

"I-I'm sorry," Max answered, looking down embarrassingly, "I don't mean to, I swear."

"Honest to Dog?"

"Honest to Dog!" Max said brightly, the smile on her mother's face encouraging her.

Vanessa Caulfield walked her daughter through the halls of Arcadia Elementary once again, brow furrowed at the idea of having to take her daughter to _that man_. Max didn't know what Mr. Jefferson had done to make her mother upset, only knew that she shivered whenever he was around. _Is_ _…_ _Is Mr. Jefferson a bad man?_ Max thought to herself, eyes narrowed in concentration at the notion of having to go to a bad man's class. Looking up at her mother, Max tugged on Vanessa's sleeve and pouted.

"He's a bad man," Max said, tactless at such a young age, "I see you, Momma, I see you shake and get cold. He's a bad man, isn't he?"

"Oh… Um, well, he isn't necessarily a _good_ man, Punkin," Vanessa said warily, noting how attentive her daughter was listening, "He… He worries me, that's all."

"But _why_?" Max asked, head tilted slightly to one side.

"He makes Momma uncomfortable."

"But _why_?"

"Because he's… he's weird."

"But-"

"Sweetheart, you ask 'why' one more time and Momma's liable to say a bad thing," Vanessa said, her face masking the exhaustion and anxiety she felt at the notion of leaving her daughter in the hands of someone who had a habit of taking his students' pictures without their parents' permission.

* * *

Technically, there wasn't anything really _wrong_ about what Mark Jefferson did; it was just unnerving to walk into a classroom and see binder after binder of student profiles. It was a habit from his days as an art professor at a nearby prep school, the binders; an academic year was written in marker across the spine of each, with a plethora of different pictures of his varying students. Walking into the classroom with her daughter, both Vanessa and Max having arrived 10 minutes early, Vanessa told Max to go find a seat while she waited for Mr. Jefferson to return from wherever he currently was.

Max looked around the room. _Everything's the same, but it isn't_ , Max looked at the inverted room, _There's no Chloe here_ _…_ Max sniffled at the idea of not being in class with her best friend.

"I miss Chloe," Max said in a quiet voice, standing in the middle of the room as she internally refused to pick a seat.

"…That's the blonde girl in the other class, right?" a voice asked from the back table, "The one who gets in trouble all the time… Oh, you're the girl who hangs out with her! You stay away from me. You're trouble, too."

Max looked over at the voice's source. Long, dark blonde hair tied in a tail, wearing a red flannel shirt and feather necklace, Rachel Dawn Amber eyed Max Caulfield suspiciously as she watched the girl approach. Max, meeting the other girl's stare with one of her own, stuck out her tongue and snorted when the other girl responded in kind. _I'm not trouble! You're mean._ Scrunching her lips to one side, Max narrowed her eyes at Rachel before walking over to her table cautiously and taking a seat next to the bashful girl.

"I'm _not_ trouble," Max said emphatically, "…Why are you here early? I mean, I'm here because I'm supposed to get everybody sick-"

" _Whaaaat?_ " Rachel asked, eyes open wide as she scooted her chair away from Max a few inches, "You're here to make us sick?"

"…S'what my momma said," Max shrugged, "All the mommas want us to get sick so we don't get sick later. See my spots? Chick'n pox."

Rachel leaned over a little, scrutinizing the red dots on Max's arm and face. Wary at first, Rachel poked one of the spots and Max whimpered at the sudden urge to scratch. _I can't! Momma said no scratching!_ Frowning as Rachel continued to poke each spot, both girls cried out when a voice came from behind them in greeting.

"Good morning, kids," Mark Jefferson said, smiling at Max and Rachel, "Oh, you must be Max. Well, Max, I'm sorry we have to meet under these unfortunate circumstances-"

"Momma says you're creepy," Max blurted out, not noticing the look of horror that quickly appeared on Vanessa Caulfield's face immediately after, "Momma says you have binders full of kids' pictures and it's weird."

"That so?" Mr. Jefferson turned his attention to a now-embarrassed Vanessa Caulfield before looking back at Max, "Well, I guess you don't want your picture taken then, huh?"

"…I dunno," Max shrugged, turning to swat Rachel's finger away as the other girl continued to poke at Max's chicken pox, "Quit it! Momma said I can't touch 'em!"

"Doesn't mean _I_ can't," Rachel teased before stopping, "…I'm sorry. I… Nobody really talks to me. Everybody tells me I'm pretty and plays with me, but nobody talks to me."

"Why?"

"…They think I'm weird because I have two mommies," Rachel said, her shoulders slumping a little as she frowned, "I don't understand. I have double mommies and it's _awesome."_

"…What about a daddy?" Max asked, her head tilted a little out of curiosity.

"Nah," Rachel said, shaking her head, "My mommies told me I don't need one, and that they love me more than enough to make up for not having a daddy."

"Well, I don't think it's weird," Max said, "Double mommies _does_ sound pretty cool…"

" _Really_?" Rachel asked, scooting her chair towards Max's as she stuck out her hand, "Um, I'm Rachel."

Max shook Rachel's hand with her own, "I'm Max. Hi."

"Hi."

When the rest of the class began to show up, Max and Rachel scooted their chairs closely enough that they were nearly sharing one giant seat. The other two chairs at the table occupied by girls, Dana and Juliet, Max and Rachel both found that they were much more talkative when they were together. Explaining her spots to Dana and Juliet had gotten a cringe from Dana and a barrage of questions from Juliet; Max had no problem answering the questions as both girls were very kind.

"So, is it like cooties? Like, _visible_ cooties?" Juliet asked, Dana looking at her like she said something weird.

"No, I don't think so," Max said, her expression inquisitive, "It's like I have a bunch of bug bites, only you're not supposed to scratch 'em."

"That must hurt," Dana interjected, cutting off Juliet as she was about to ask another question, "Are they… Are they really itchy?"

"Uh-huh," Max nodded, "Momma said they'd go away in a few days but I'm here in this class to-"

" _Max!_ " a whispering voice called out from the hallway. Turning to look through the doorway closest to her, Max spotted Chloe motioning for her to leave the classroom and join her in the hall. Looking back at Dana, Juliet, and Rachel Max spotted a look on Rachel's face and shrugged before getting up and cautiously walking toward the doorway. When she'd reached the entrance to the classroom, Max had giggled when Chloe grabbed her and they ran for the girls' room with Chloe giggling the entire way. _I'm not trouble_ , Max thought, _and neither is Chloe! People_ _…_ _People are just butts!_

"Why are you in another class?" Chloe whispered in the restroom stall they were both occupying, "Are you in trouble? Max, a-am _I_ in trouble…?"

"I dunno if you're in trouble. Rachel says you _are_ trouble," Max said, frowning before hugging her friend, "I missed you."

"I missed you, too," Chloe held onto her best friend tightly, eyes narrowed at how casually Max had talked about this new girl, "I wish Rachel were here. I'd punch her in her face and-"

"C-Chloe!" Max pulled back and pouted, "Don't be mean! She's nice and just doesn't know you like I do. We've been best friends forever, so she doesn't understand."

"…I'm sorry," Chloe looked down at her feet and fidgeted a little, "What _are_ you doing in the other class, though? Did you know that Mr. Jefferson takes pictures of all the students? Daddy says it's because he did that for a living once, taking pictures."

"Mr. Jefferson's a _photographer_?" Immediately, all traces of fear about her temporary new class vanished at the idea of a photographer being her teacher, "Why'd he quit?"

"Daddy said it was adult stuff and he couldn't tell me," Chloe shrugged, then both girls looked up at the sound of the class bell going off, "Ohhhh, I don't wanna go to class if you're not there! Max, you're my only friend in there so you can't go!"

"I hafta, though," Max pouted, "I'm supposed to get everybody sick. With my spots, the ones you gave me after my birthday party."

Chloe's lips scrunched over to one side of her mouth and she looked past Max's shoulder to the stall door, Max watching anxiously, her eyes darting back and forth as she bit at her lip. _I don't wanna get in trouble with Mr. Jefferson. I don't wanna get in trouble at all!_ Tugging on Chloe's shirt sleeve, Max whimpered when Chloe brushed her hand away while lost in thought. It wasn't until Chloe seemed to come to a conclusion towards some that she looked at Max with a mischievous grin.

"I have an idea," Chloe said, leaning in with one corner of her mouth curled upward in a smirk, "Listen…"

* * *

Mr Jefferson taught the same material and same lessons that Ms Grant did; with his status as a photographer known, however, Max was keener on listening to what he had to say. Unfortunately for the teacher, she was also wanting to know anything about photography. Getting nudged by Rachel every time she asked a question about taking pictures, Max started to nudge Rachel back whenever the girl would look to raise her hand.

"Quit it," Rachel grumbled, eyes narrowed at Max with Max returning the expression.

" _You_ quit it first," Max would retort, nudging Rachel with extra effort, "You started it."

"I'm finishing it," Dana said, a little louder than Max and Rachel. Thankfully, Jefferson was too absorbed in his lecture to notice the small in-fighting at the back table, "Rachel, go sit by Juliet. Max, I'll sit by you. Stop. Fighting."

Max huffed but didn't say or do anything when Rachel stuck her tongue out at her; instead, Max looked up at the clock and raised her hand with a suddenness that caught Jefferson's attention.

"Yes, Max?" the weary tone in the teacher's voice conveyed how Jefferson felt about being asked another photography question from the little girl, "What is-"

"I hafta go _pee_!" Max stated, the entire class giggling at the word "pee", "Can I go to the bathroom?"

"…Yes. Yes, of course. Go," Jefferson motioned to the hall pass by the open door and Max ran toward the exit, " _Walk_ , Ms Caulfield, do not run. Don't need you slipping and hurting yourself, okay?"

"Okay," Max replied sheepishly before running into the girls' room just as the door closed. Heading for the back of the room, Max found exactly _who_ she was looking for.

"Chloe!" Max squealed in delight as the blonde girl smiled warmly and hugged Max, "Class without you sucks."

"…It's hella lame without you, Bat-Max," Chloe said as she nodded in agreement to Max's statement, "We… We could always run away together…"

"Chloe, we're too old to think like that," Max said with an incredulous look on her face, brows knit together with her eyes leveled at Chloe's, "Besides, I still have to get everyone sick. Momma said."

The girls spent the next few minutes playing with a deck of playing cards Chloe had swiped from her sister Lizzie's room, trying over and over to make a house of cards. Never getting more than two stories built, Max and Chloe focused less on the game with each turn and more on just enjoying each other's company. Giggling and snickering at each other's jokes, they hardly noticed how much time had gone by until a knock at the door made both girls jump. Seeing two pairs of feet at the doorway, Max and Chloe cautiously peeked from around the corner of where they were hiding to see Ms Grant and Mr Jefferson looking right at them.

"I should've known," Ms Grant said, grinning as she shook her head, "Told you they were likely to be together. Can't separate these two if you tried, Mark."

"…I'm sorry," Max said, holding onto Chloe's hand as her friend walked behind her, "We… We just wanted to-"

"Play during class time?" Jefferson cut Max off, Max and Chloe whimpering at his tone, "You should know better-"

"We just wanted to see each other!" Chloe yelled, angered at how hurt Max looked from the tone of her albeit-temporary teacher's voice, "Don't be mean! She's my best friend!"

"U-Uh…," Jefferson stammered, surprised by how defensive Chloe was of Max when it had appeared the opposite only a moment ago, "I… I'm sorry, Max. I didn't mean to frighten you, but your mother agreed for you to be in my class today so that the kids there would get sick now and not later on when it'll hurt more. You want to help, don't you?"

"Uh-huh."

"You want to do as your mother asked, don't you."

"Uh-huh."

"Well then, come back to class and I'm sure Ms Grant and I can find some way of you and Chloe not missing out on having time together during recess or lunch, maybe."

"…mm-kay…," Max said, looking over at Chloe with worried eyes, "Will you be okay?"

"…I d-don't want you to go," Chloe said, her bottom lip jutting out as she pouted, "But if your momma said so then I guess you gotta."

The walk back to Mr Jefferson's class was slow and painful for Max, the little brunette pouting as she would look over her shoulder to see Chloe doing the same. _I don't wanna leave Chloe_ _…_ _but I gotta. Momma said,_ Max thought to herself as she re-entered Mr Jefferson's classroom and took her seat next to Dana. Propping her elbows up on the table, Max rested her chin in her hands and sighed; entirely unaware, Max didn't notice the sad look on Rachel's face.

* * *

The class went by without further incident, Max keeping to herself until lunchtime when they all lined up to join the other second grade class for their trip to the cafeteria. Max felt someone tug on her sleeve from behind and looked over her shoulder only to frown in disappointment at the sight of Rachel Amber walking behind her and not Chloe.

"Where's Chloe?" Max asked herself aloud, ignoring the pained look on Rachel's face until the blonde girl asked her a question.

"W-Why won't you be my friend…?" Rachel asked, "You were nice to me, you talked to me. Nobody does that, not really."

Max looked over her shoulder at Rachel in confusion. _You want to be my friend? But why? I'm not even in your class_ _…_ Uncertain as to whether Rachel was telling her the truth, Max looked at Rachel with narrowed eyes.

"You _really_ want to be friends with me? No fibbing?" Max asked, pointing at herself. When Rachel nodded, Max continued to eye her suspiciously, "You're full of poop."

"Wha…?" Rachel asked in a hurt voice before shoving Max, "Am _not_! You're being mean!"

"I-I… I am _not_ ," Max insisted, "It… I don't have many friends, and some of them…"

"Yeah…?" Rachel asked inquisitively, eyebrows arched up as she leaned in when Max motioned for her to come closer.

"Some of 'em are butts."

" _Oh_ ," Rachel said, Max sighing at the memory of how off and on her friendships were. _Even Chloe's mean to me sometimes,_ Max pouted at the thought even though she knew it was true.

"Well," Rachel continued, "I'd still like to be your friend."

"…Really?"

"Mm-hmm," Rachel nodded. Sticking her pinky out, Rachel thrust it toward Max, "Pinky swear friendship."

"…Okay," Max stuck out her pinky and linked them together, oblivious to Chloe watching them as she approached from behind. Holding onto Rachel by her pinky, Max led her along the line to the cafeteria with Chloe monitoring them.

Not having noticed or spotted Chloe anywhere, Max slumped into her chair at the cafeteria table with Rachel joining her. It was cheeseburger day, Max's favorite because sometimes the lunch lady would give her extra pickles. A single cheeseburger, side salad, and a cookie were laid out before Max on a plastic tray, bottle of chocolate milk sitting next to it. Leaning an elbow on the tabletop, Max poked at the salad with a fork while Rachel greedily devoured her cheeseburger. It wasn't until Rachel was down to just her cookie and milk that she noticed Max had only eaten half her burger and nothing else.

"What's wrong, Maxie?" Rachel asked, putting a hand on her new friend's shoulder. Max shrugged and looked despondently at the extra pickles given to her, "Aren't you hungry?"

"Nuh-uh," Max sighed, now poking at the half-eaten burger with her spork, "Don't wanna."

"…Can I have it?" Rachel asked, smiling widely in appreciation when Max handed over her burger, "Keep the cookie. S'yours an' you might want it for snack time."

Wrapping the cookie in a napkin, Max stuffed it into the pocket of her hoodie and laid her head down on the table. She missed Chloe, and was afraid she might have done something wrong. Max knew this was one of the things that she needed to work on, her momma had told her so; Max would get so serious about the slightest things that her anxiety would cause her to hyperventilate. She was overly sensitive, which in turn brought about her shyness. Near to the point of crying, Max abruptly got up and walked over to the class monitor.

"May I use the girls' room?" Max asked Dana, Dana looking up from a small cup of tapioca pudding. When Dana nodded, her mouth full of dessert, Max walked carefully to the doorway leading out into the hall and sprinted toward the restroom as fast as her little legs would take her.

Running to the stall furthest from the door, Max locked the door behind her and sat on the toilet seat. Her legs pulled up so that her knees were under her chin, Max let the tears fall freely as she tried not to hyperventilate. _I wanna go home_ , Max thought between choked sobs, _I wanna go home and I wanna scratch my spots. Chloe_ _…_ _What'd I do? Why didn't you-_

"…Max?" a voice called out from the restroom doorway, and Max's head snapped up in attention as she immediately recognized who that was. _Chloe_.

"Wh-What d'you want?" Max asked between sniffles, "You didn't meet me for lunch. You're a jerk."

"I _saw_ you with someone else, so I ate alone," Chloe said from outside Max's stall, " _You_ left _me_."

"No, I didn't! Rachel just wanted to be my friend," Max said in an imitation of the reproachful tone her mother sometimes gave her, "I'm allowed to have other friends. You… You don't want anybody to be my friend but _you_!"

"Th…That's not true," Chloe's tone had become anxious and Max pressed further.

"You don't like _any_ of my other friends. You don't like Katie, you don't like Vicky-"

"She's a _secret friend_ , so she doesn't-"

"No!" Max dropped her legs down to stomp one of her feet, "You want me all to yourself! You do, you do, you _do_!"

"What's goin' on?" another voice asked quietly. The sound of small footfalls echoed through the restroom until Max heard the sound of Chloe and whoever the other girl was shoving one another, "S-Stop it!"

"…Rachel?" Max asked hesitantly before she opened the door to see the girls glaring at each other. "Stop it! Stop fighting! Why are you both being so damn mean?!"

The restroom was unearthly quiet, Rachel and Chloe looking at Max wide-eyed at her use of a bad thing; too upset to care, Max jabbed a finger into Chloe's shoulder before doing the same to Rachel.

"If this is how you're gonna be then I don't wanna be friends with _either of you_!" Max shouted before she began to cry. "W-Why can't I have friends? _Why_?"

When Ms Grant and Mr Jefferson entered the girls' room with Dana and Victoria, each girl a class monitor, the sight before them nearly brought Ms Grant to tears. Sitting on their knees on the restroom floor, Chloe and Rachel were both hugging Max as all three girls cried and told each other they were sorry. Their voices hoarse from crying, the girls on the floor were holding onto each other so tightly that Ms Grant had to coax them to let go of one another.

When lunch was Lunch being over with, an extra seat was brought over to Mr Jefferson's class and for the remainder of the day; for the remainder of the day; Chloe sat on one side of Max and held one of her friend's hands as Rachel did the same on the opposite side. Max, Chloe, and Rachel had become inseparable.

 **Author's Note** **–**

 **I did it. Lil Amberpricefield. Eheheh :)**

 **This actually concludes Arcadia Elementary. Such huffs. Very wowser. So hella. Wow.**

 **There is a follow-up planned, but I'm going to be working on Metamorphosis and Press Play for the time being exclusively** **…** **save for an upcoming project that is CLASSIFIED.**

 **Read, review, and I'll see you later!**

 **Stay Hella, Cinnamon Rolls!**


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